FISERV INC false 0000798354 0000798354 2023-05-17 2023-05-17 0000798354 us-gaap:CommonStockMember 2023-05-17 2023-05-17 0000798354 fisv:SeniorNotesDue2023Member 2023-05-17 2023-05-17 0000798354 fisv:SeniorNotesDue2027Member 2023-05-17 2023-05-17 0000798354 fisv:SeniorNotesDue2030Member 2023-05-17 2023-05-17 0000798354 fisv:SeniorNotesDue2025Member 2023-05-17 2023-05-17 0000798354 fisv:SeniorNotesDue2031Member 2023-05-17 2023-05-17





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2023



Fiserv, Inc.

(Exact name of registrant as specified in its charter)




Wisconsin   0-14948   39-1506125

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


255 Fiserv Drive, Brookfield, Wisconsin 53045
(Address of principal executive offices, including zip code)

(262) 879-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange

on which registered

Common Stock, par value $0.01 per share   FISV   The NASDAQ Stock Market LLC
0.375% Senior Notes due 2023   FISV23   The NASDAQ Stock Market LLC
1.125% Senior Notes due 2027   FISV27   The NASDAQ Stock Market LLC
1.625% Senior Notes due 2030   FISV30   The NASDAQ Stock Market LLC
2.250% Senior Notes due 2025   FISV25   The NASDAQ Stock Market LLC
3.000% Senior Notes due 2031   FISV31   The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On May 17, 2023, Fiserv, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Limited, MUFG Securities EMEA plc and Wells Fargo Securities International Limited, as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, €800,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due 2031 (the “Notes”), in a public offering (the “Offering”). The Offering is expected to close on May 24, 2023.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1, to this Current Report on Form 8-K and incorporated herein by reference.

The Notes are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-258248) that the Company filed with the Securities and Exchange Commission on July 29, 2021. The Company is also filing the Underwriting Agreement as part of this Current Report on Form 8-K for purposes of such Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith:

Exhibit Index to Current Report on Form 8-K




1.1    Underwriting Agreement, dated May 17, 2023, among the Company and the underwriters named therein.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Date: May 18, 2023     By:  

/s/ Robert W. Hau

      Robert W. Hau
      Chief Financial Officer